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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C
SECURITIES AND EXCHANGE COMMISSION v. MICHAEL ZAMAN and SMITH
BENTON & HUGHES, INC., United States District Court for the
Central District of California, Civil Action No. 96-4164 (MRP)
(JRx)
Litigation Rel. No. 14947 / June 17, 1996
The Securities and Exchange Commission ("Commission") has
announced that on June 12, 1996 it filed a Complaint in the
United States District Court for the Central District of
California against Michael Zaman ("Zaman") and the brokerage firm
he controls, Smith, Benton & Hughes ("Smith Benton"), alleging
that they orchestrated and directed a market manipulation scheme
for the stock of Conectisys Corporation ("Conectisys") and caused
the price of its shares to trade at prices 250 percent higher
than pre-manipulation levels. On June 13, 1996, the Honorable
Mariana R. Pfaelzer granted the Commission's application for a
Temporary Restraining Order, prohibiting defendants from
violating the antifraud provisions of the federal securities
laws. The Court also issued a temporary order freezing all of
Zaman's assets and requiring defendants to prepare an accounting
of their dealings in Conectisys shares.
More specifically, the Commission's Complaint alleges that
from February 14, 1996 through at least May 28, 1996, through
prearranged trading and other manipulative activities, defendants
Zaman and Smith Benton, with the cooperation of other broker-
dealers, caused the price of Conectisys stock to soar from $6 1/4
per share on February 14, 1996 to $22 per share on May 9, 1996;
and that thereafter, the stock continued trading at high prices,
ranging from approximately $17 to $22 per share, as a result of
defendants' manipulative trading practices. From February 14
through May 28, 1996, deceptively high trading volume was also
reported: average weekly trading volume was approximately 2,200
percent higher than during the previous three month period.
These dramatic increases in the price and trading volume of
Conectisys shares was a result of defendants' illegal conduct and
not indicative of genuine market interest.
As alleged in the complaint, Zaman and Smith Benton's retail
brokers induced unsuspecting investors to purchase Conectisys
shares -- at inflated prices -- by making false and misleading
statements concerning its future financial and business prospects
and failing to disclose that the price of the stock was inflated
as a result of defendants' manipulative conduct.
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Conectisys is a start-up company that from its inception in
1986 to the present has been operating at a loss. The company
has never had any material purchase orders or contracts for
product, and during most of its existence, there has been no
trading activity in its stock. There were no corporate
developments or other reasons for the dramatic and rapid increase
in the price or volume of Conectisys stock. Moreover, the price
of the stock continued to rise even after the company disclosed
negative information in a Commission filing, including the fact
that it was operating at a loss and had no material contracts or
purchase orders.
The fraudulent and deceptive scheme yielded profits of at
least $800,000. The Commission believes that Zaman, directly
and/or through Smith Benton and a company controlled by Zaman, is
the beneficiary of these ill-gotten gains. Defendants are
charged with violating Section 17(a) of the Securities Act of
1933, and Sections 10(b) and 15(c)(1)(A) of the Securities
Exchange Act of 1934 and Rules 10b-5, 15c1-2, and 15c1-8
thereunder. The Commission Complaint seeks a permanent
injunction, disgorgement of defendants' ill-gotten gains,
together with prejudgment interest, and the imposition of civil
money penalties.
The Commission wishes to acknowledge the assistance of the
NASD in this matter.